Good day everyone. And welcome to this Roper Industries' Third Quarter Earnings Results Conference Call. As a reminder, this call is being recorded. At this time, I would like to turn the call over to John Humphrey, Chief Financial Officer. Please go ahead sir.

Thank you, Lea and thank you all for joining us this morning, for Roper Industries' third quarter, 2008 conference call. Joining me this morning is Brian Jellison, Chairman, President and Chief Executive Officer, and Paul Soni, Vice President and Controller. Yesterday afternoon, we issued a press release announcing our third quarter results. It is available on our website www.roperind.com. The press release also includes telephonic replay information for today's call. Please refer to slides to accompany the call which are available through the webcast and also on our website, so you can download those at your leisure. If you will turn to slide two, you will once again see our Safe Harbor statement. We will be making forward-looking-statements today and you should review those and listen to those statements in light of the risks and uncertainties that are detailed on this page, as well as the specific risks and uncertainties that are discussed in our 10-K and other SEC filings. And, now if you please turn to slide three, I'll turn the call over to Brian Jellison, President and Chief Executive Officer. And after his prepared remarks we will take questions from the participants. Brian?

Thank you, John. Good morning everyone, perhaps may need, we've fortunately and hopefully prepared the content here in a way that will help you think about how we're doing and where we're going and what the... this kind of volatile world is. So if we start at the beginning, we look at the third quarter of 2008 review. We'll have a comment or two about how the overall enterprise is doing and then we want to spend a dedicated amount of time here about cash awareness with the company and our debt structure. And then we'll talk a bit about third quarter results and review each one of the segments, all of which had something good happening in the quarter and we'll again we believe this fourth quarter and then update you on the guidance and take your questions. So next slide, on the enterprise overview you can see sales in the quarter were up 11% internal growth was actually 6% if you adjust for the Middle East project of last year, you'll see we get to our half out how spectacular that actually is in terms of what the growth was excluding the project, which really talks about the underline health of what we're doing. Reported growth of course was 5% with 1% currency and 4% organic. Orders in the quarter were up 9% internal growth was up 5% again if you exclude the take through the pipeline with the Middle Eastern project. Gross margins were up a 110 basis points to 521 demonstrating once again that we have the benefit of pricing power, we have the capability in continuing to drive value at customers and just don't have that kind of price pressures that so many other firms face day in and day out, because they don't have…

Lea, Can you start the Q&A portion of the call? Question And Answer

Absolutely. We will now take our question and answer portion of the call. [Operator Instructions]. We will take our first question from Alexander Blanton with Ingalls & Snyder.

Good morning to Alex. Alexander M. Blanton - Ingalls & Snyder: Little bit since you started talking Brain. I think you've done a good job of telling us about the some other cyclical parts of the business particularly the energy part and compressive control. And, clearly this is a minor part of the business compared with growth businesses, but what the market is concerned about investors, shareholders in Roper and so on is what is going to happen in 2009 to the global economy and to these cyclical parts which you do have some. And I am thinking of for example compressor controls projects in the energy area where you are providing systems that there maybe push outs or even some cancellations in some of those. So, and some of the other industrial type products, so in your judgment looking at 2009 what's going to be the balance between things that are exposed to the economy and the growth parts. Are a growth parts which you get, did a good job of enumerating. Are they going into more than offset any possible equivalent item to the smaller cyclical parts in 2009 and enable your earnings to continue to grow despite what looks like a very... much worse and expected global economy?

Well. I obviously a great question Alex and I know it's on everybody's mind. Alexander M. Blanton - Ingalls & Snyder: Are you speaking into the microphone?

Yes, I'll say it hopefully we are on. I said it's a great question I know and certainly on everyone's mind, we haven't really released any 2009 forward-looking guidance, we just talked about the quarter, I would certainly say that we don't expect the company to go backwards, as we look at some of things people have written suggesting that we earn less money in '09 and for earning in '08, we're how to strained about that kind of concept but this is good, it is very hard to predict how much growth we'll have in next year. But the incoming plans that we have into the field there are all do this weekend for '09 '10 '11, we start our planning reviews on Monday with the industrial businesses. So, we haven't had that, that's going to take as; frankly we have about a six week in depth their process we have to meet every management team and go through a variety of things. But none of our teams are... I mean they are not arrogant; they are not saying, we are going to refuse to participate in recession that your hear people saying. But basically, better businesses win whether there are good times or bad and our businesses are they are pretty solid, so I think they feel pretty confident. I think that they are concerned about how much growth will be there. We look at the last two quarters with 4% recorded organic growth. If you strip out the Mid East project, we actually had 6% growth in both those quarters. We have 7% growth in the first quarter, then last year in December we had a kind of a big investor meeting or some one individual is pushing me about if there is a no growth environment,…

They're out there. Alexander M. Blanton - Ingalls & Snyder: Okay. The other question I want to ask is that in this environment, don't you see a prices of potential acquisitions coming down as some of the financial buyers run into problems. Isn't it more favorable environment for you in terms of making acquisitions and also typically in a recession, weaker competitors drop out, stronger companies gain market share, so don't you think that will happen?

Yes, I do think that will happen it's already happening. We, generally when we do transactions, we might have been involved in them for four months or six months or it maybe things that we started in one year and for whatever reason, the occurrence or later because of owners, today you have a crash of private sellers who're concerned about potential changes to their capital against tax who are frantically calling us and then you have other people who need to liquidate for cash purposes whatever they are. Certainly private equity has great difficulty in getting the kind of leverage that they'd like to have to do deals. I think until a month ago, we remained disappointed about many people who just couldn't accept the multiple collapse. But, when you tell people I don't know who, what you're thinking but if you think I am paying you large a remittable for your private company, then we're getting paid by our investors publicly then you're pretty stupid. And that'll increasingly be in apparent. What we end in plus there is this all these public companies that continue to go down and down and down and in our ability to be nimble and flexible around the variety of things that are available, we've never had such a good situation looking forward. Alexander M. Blanton - Ingalls & Snyder: Okay. And what about the market share gains?

Well the market share gains, we're pretty dominant in our markets frankly. So I mean when you look at something like compressor control, we're in really relationships are with big players and we might gain a bit of market share a bit, our market share is pretty solid. We want to make sure is that, we keep our working capital low that we don't have any inventory exposures, we don't have anything to building negatively in there, that we keep our pricing where it needs to be for people and we maintain our long term relationships. It gives us an opportunity if there is less customer activity in any short term period, it means our sales people and our marketing people will be able to develop more long term relationships that they should get any kind of turn around, we capitalize on equipment and we feel pretty good about that. Alexander M. Blanton - Ingalls & Snyder: Thank you.

And we'll take our next question from Mike Schneider with Robert W. Baird. Michael A. Schneider - Robert W. Baird & Co., Inc.: Can we first address Neptune. I'm curious as to what you've seen in the quarter, you explained the flat performance we've heard out of bad over that there has been project cancellations, project delays if you can just address, what's happened in your project activity and then just in your day-to-day and role activity?

Well with Neptune we haven't really had any cancellations haven't really seen any...had a couple of discussions with them in the last week they were important to our specification contradicts out sort of pay in. I think that we would hoped that Toronto project would have come in maybe to be are able to be booked and maybe have some shipments in Q4 and it looks like... I don't know, we might been have thought, but it probably won't shift till January. We've had a natural run, the reason they're flat in Q3 is that we had really difficult cost for Q3 a year ago, as we were finishing out North Carolina and some of the places in Florida. And, so, it's not really a surprise to us. I think the surprise for people just to digest for a second Mike, is that, look at the growth we had in industrial would with Neptune flat. Most people think industrial was only Neptune, and they are dead wrong, we still have our great core businesses there. So, I think we're cautious about the forward-looking activity because of municipal spending and people being concerned about what's happening. I think that's... we don't think business is going to go down. But I think that's a wild part of that, how much of growth we can get out of Neptune. On the other hand, we already could have placed in our cost actions that are really good, Neptune, and we continue to reduce the cost there in terms of material and how we're doing labor in added processes to the electronic components of Neptune. So, it had a very solid quarter, but it was just flat on incoming orders and we would guess it's kind of flat in '04. But there is no push offs sort of anything else that are over that we've seen. Michael A. Schneider - Robert W. Baird & Co., Inc.: So to be clear, Neptune didn't miss your internal budget for Q3?

No, I don't think so. No. Michael A. Schneider - Robert W. Baird & Co., Inc.: And, I am sorry like?

They were within 1% of whatever, we will look in that. We have, I mean they... Michael A. Schneider - Robert W. Baird & Co., Inc.: Yes.I am sorry later collect the brand and orders during Q3 were flat as well in Neptune?

Actually, orders were down slightly, but within the margin of area that's for sure, a low single-digit, very low single-digit. Michael A. Schneider - Robert W. Baird & Co., Inc.: Okay. And then stores, can you just that permit because that must be the driver in industrial and in punctuates your point about this morning industrial of the Neptune, how was that business being German-based and industrial based able to grow double digits in this market?

Well, couple of things; stores is not the only business here, but... what happens with stores in our Denmark based company, they are in Copenhagen. And we have significant presence in sales and in market presence around the globe and we have an operation in Cleveland and we have another one in Asia for terms of selling. But that business does well in any kind of environment like this where people are focused on cost reduction, and material substitution. And, we have our whole family physical property database; people want to buy from it. So, few years ago we took our media cybernetic software into their with IQ studio. So, there is just a solution set and a wonderful customer service organization and engineering capability there that encourages people who want to continue to use stores and they do. Yes, that's big, but don't underestimate how well Cornell and our and Roper pump are doing. I mean, these guys are continue to do very well we've got in Cornell refocused on the agricultural market, we've got Roper refocused on a variety of new products, its definitely taking share at the expense of other people and ARBOL has a very nice group because people are looking at using slurry pumps and water for a variety of things beyond municipal applications and ARBOL [ph] is a leader in that area when you look at track. So, they're all doing well, and really the programs that we put in place around recurring revenue and not letting parts of pirates get your business and staying close to people post close and extending warranties for long term contracts are all paying dividends for that. Michael A. Schneider - Robert W. Baird & Co., Inc.: And,Brian I think final question just another area in this conception among investors and analyst is the sensitivity of TranScore and the freight managing businesses to what's going on with fuel prices miles driven etcetera. Can you just address for us how you plan and anticipate the fact that municipal budgets are headed lower miles driven are down again for the second consecutive year, just vis-à-vis TranScore and the freight managing business?

Yeah, I think John just talked in, recently you may want to comment but the reality is as we that it's kind of an oligopoly and we're down to two players. The importance of the acquisition we made in July coupled with what we do with our core business out of Portland, Oregon is very helpful for us. There is lot of synergies that we have, that we're able to execute against. We have a much broader range of price points now so that people can subscribe at lower cost points on some of the areas and different levels of service. Business continues to perform better than it has. I think some people would say that miles driven have something to do with that but they just don't that is not an indicator, might be an indicator about the tolling revenue that authorities collect. But our request for quotations design around tolling applications continues at an all time high and the bids we're doing are good. We're really more worried about the speed with which decisions get executed there then we're a cyclical down turn in trade magic, but John maybe will add something.

Yes. The key on freight management isn't really, how many miles were driven at all but it's only the number of people who were subscribing to our service. So it's the number of folks who are participating in the spot market for freight activity. So if you think about kind of a much less freight being moved in the future, I guess talk of the more around the long haul carriers and the folks are going from the import locations in Long Beach over the various distribution centers. But you still have the spot market where people who may have taken a load from say Atlanta to St. Louis need to be able to have a load to come back if they don't want to come back empty. And enabling that entire spot market to work and all of the brokers and occasional freight shippers, and the vast number of individuals and small truck drivers that are out there, it needs to be able to have access to that information if they're going be able to make any type of business plan that they may worked and we enabled them to have their business plan work effectively. So it's really around the number of people we're subscribing not the amount of frequency moved to the number of miles that are being driven. Michael A. Schneider - Robert W. Baird & Co., Inc.: And TranScore's susceptibility, their lower municipal budgets etcetera?

Probably less on the tolling side. I mean to the extent that there is, that we are working closely with them to understand the impact on what may happen there is. May be municipalities or cities may not want to invest to make their traffic run as smoothly as maybe they would during a good time, but on the other hand they'll be looking for ways to be able to generate revenue from their existing infrastructure. So they have existing roads that do not have toll run them today. So to the extent they may not invest as much for traffic efficiency. They may actually look at another tolling solutions, as they wouldn't have looked at otherwise.

I think one think to keep in mind about TranScore is because we've been able to make it much more global effort that while we have this Mid East project which has the storage organic growth a bit last year and then sort of understated at this year as get it in, when we get into '09 based we don't have any distortion any more and that remains very high quality business and there is going to be substantial business in the Middle East next year so it does help insulators from downturn on municipal spending in TranScore. And remember RF, I think this is something that people are only maybe getting to start to understand isn't all about TranScore. The TranScore is a critical component but Inovonics is wonderful company, Technolog is wonderful company. Seaboard is just beyond a world class company; Horizon is going to give us massive synergies and opportunities. So, we've got big growth engines and side radio frequencies that have nothing to do with transportation, which was a big, big win across this year, in terms of how we continue to build out RF. Michael A. Schneider - Robert W. Baird & Co., Inc.: Thank you.

You're welcome.

And we'll take our next question from Deane Dray with Goldman Sachs.

Thank you good morning. Could I just start with the clarification on the backlog, I know you mentioned the Z-Tech nuclear business being pushed out to '09, has there been any other material cancellations or push outs that you can comment on?

No, I mean no, we could comment on any and all of them, But, there has been none. That's the only thing, and we weren't really expecting that, and it's really currency driven and we'd like to believe it will come back through in the fourth quarter, we don't think so. I think its going to be first quarter.

Okay. And then Brain, I'll try to be diplomatic with this but there really is a remarkable disconnect between your commentary this morning about end market growth and opportunities heading into '09 versus every other multi industry companies this quarter that is addressing the pending global recession. What we didn't hear from you is anything about commentary on restructuring or contingency plans, events that heard a very optimistic tone. So, are there is within your contingency planning an expectation to see slowing growth?

I think that we're sitting here with 26% EBITDA in the quarter. And, we certainly had contingency plans in place that a traditional industrial company would have with integrated manufacturing and all those locations that we have it. The realty I think is that, it is a degree that we have pressure next year that you would worried about. It's really less not a problem with our industrial businesses; it's really a problem with municipal spending risk and slowness in decisions. And, that's a bad news. The good news is that, we have got underlying long-term contracts with them, so we continue to be able to sustain our performance in most of these markets that maybe would not be able to grow on academic as much as we would have like. So, that's what we're going to struggle to figure out what kind of 2009, we think we are going to have. We don't have, most of our manufacturing facilities are tested in assembly basis, and so we don't... they don't.... I mean that kind of swing on a variable basis so there isn't some big thing all as we shut this down we could do that or if we did this, we could do that. And that's kind of where we are; I mean we're not arrogantly sitting here saying that we aren't going to have a problem, but every other company in the world has a problem, but the solution to our problem is it necessarily, I am saying I am taking a charge during and whack in all these people are, because the areas you tend to that are continuing to perform very well.

So, just as to clarify at this stage you are not expecting any change any deterioration in your backlog and order rates heading into '09?

Well. I can't really say that without the providing guidance of '09. I just, I don't think that we know that type of better. I think we have a conference review coming up soon we will know more between now and then we are just starting Monday on looking at everybody. I think that we have the same kind of concern as everybody else would be to say come on now, yes, you had a terrific Q3 in order sales, when you look at Neptune be as flat enough push out in one energy situation, if those things hadn't happened and we do had great through organic growth. I wouldn't have had the courage to tell you that I think why, we grew 8% or 9% and we're going to continue to do that we've always said over any kind of cycle we are to grow at one to two times GDP people think we are conservative about this, because of our growth but you worked that where we are today Deane. I guess part of what destiny is we had a closing prices October 24th at $47.87 in October 24th 2006, two years ago from our call. And here we are trading wherever we are today and we've got base to look at 50% more EBITDA and we aren't expect our EBITDA performance or cash, performance to deteriorate we expected to improve. So, as always we are just cautious about indicating what order growth could be in '09 or revenue would be in '09, but certainly as we get into the first part of January and February we will be able to give you a better answer.

Great thank you.

You're welcome.

We will take our next question from Wendy Caplan with Wachovia.

Thanks, good morning.

Hi, good morning.

Brian you referred to the camera business a couple of times in terms of the meeting that you've had, that you thought encouraged about. Can you give us some specifics about the actions that camera is taking to improve the margin?

Yes. I think that it's hard to be diplomatic about this, its classic case of the general manager over those businesses simply not being focused on what's important. And, I think people were confused and people were relying on the wrong kind of things, they were very encouraged to be reminded who we are, what we do and how we react and they were excited to get back to what they thought was who we were. And, we've un-winded a number of things, we had a guy running a business who is trying to put these things together in a artificial way and we killed all that and we've moved back to focusing on the niches that they serve. We've got the sales people aligned on the things they are to be aligned on it, it's a bit of out here chasing wind mills with systems design for cellular or research and we've got the great organizations there in this odd instance they just poorly well.

Okay that's helpful. And John, Brian described the working capital changes is unbelievable and they are pretty remarkable, it looks like most of it came form payables. Is there something unusual in that number and is it sustainable at that level?

To kind of look at the as a combination of the accounts receivable as well as unbilled. We do have some unbilled receivables that run through that tables and accruals with other accrued by all these lines on the cash flow statement. So, if you kind of add up the account receivables, the changes to the account receivables and the unbilled in differed revenues. So, we do get cash in advance that also goes into some other differed accounts there. So, take that plus inventory plus accounts payables. Net that gave us about $3 million positive in the quarter. In a quarter where we had a 11% growth and 4% organic growth. So, we're still able to grow the company and that would naturally lead to larger receivables balances that because of better collection efforts and where we have the opportunity really getting the advance payment that are very helpful to be able to fund our business. Those are the areas that we've been able to focus on along with just a relentless focus on inventory management. We don't want to have people who are looking at economic lower quantity as some traditional way to be able to get through a price break. And instead grab the price break but not with the economic order quantity and be able to work with suppliers as to they hold inventory instead of we hold inventory. The whole working capital management area is not overly sophisticated but it does come down to discipline. We have a great operating people and we benefit both those things.

And I also just want to say, I think what's really great. We may not have 6.5% maybe we get that every third quarter or something like that because of the team and the preferred revenue comes under system. But I think we've really have this thing down now with the mix of businesses we haven't disappointed twice that we're going to be able to run that working capital in the single digit frame work which is really what my dream was when we executed this program several years ago and pretty much everybody knows that when we come in. We want to look at how the variables are compared to inventory like to have it equal and we want to have receivables work that is function of pricing in terms with the born review that merchants have invested and we've kind of won today with people, not everybody's there, but you're also beginning to see the power of the acquisitions that we've made all throughout this year. Other people are focused on exactly what was their base revenue and exactly what are they going to do and we'll focus from the fact that they don't need any assets to run their business. And they throw up a lot of cash.

And finally Brian, can you give us some sense of the tone of the breakeven, how you doing meetings that you've recently had with your managers?

Well, probably have to ask to. Our breakeven stuff, it's absolutely crucial to how we talk and feel. I think all of our industrial based people and energy based people are going to pay even more attention to the breakeven discipline as they go through the planning cycle with our switch starts mainly because we're human and we're going to participate in this general economic situation whether we want to or not if they are at forefront of that. So, I love the discipline, we try not to force people to do things that they try to teach people what might be best and let them do it and occasionally we get it wrong, we got it wrong with the emerging people because we allow them to go a little further and they were paying attention to lyric. there was a break even in Spain, it was good morning lessen for us because we... it's a smaller part of the portfolio, parts were other just really terrific any way and shame on us for not being more disciplined with those people but we're on the case now and our data on break even when it helped us a lot to focus on what went wrong.

Thanks a lot.

You're welcome.

Our next question comes from Scott Davis with Morgan Stanley.

Yes, good morning gentlemen.

Hi, good morning.

Can you...I am not sure whether you disclosed this before that I just don't see it but the revenues that were added with Horizon and Technolog?

For Horizon and Technolog we spent about $225 million for those two businesses and still contributes that in excess of $25 million in EBITDA in next year. We only had them for very small portion during the third quarter, about three weeks for Technolog and may be five weeks or so for Horizon. So they contributed modestly during the quarter, but we'll be able to get a full quarter of revenue from them in the fourth quarter.

Okay. And I was really in treated by the comments you made earlier in your prepared remarks about a deal multiples finally coming down I think most everyone else we've talked to have said that deal multiples have remained suddenly high and this isn't the price discovery obviously in public markets and there isn't public markets right now, I mean gosh I mean stocks are cheap, you're trading at six times EBITDA I mean, does it make sense which are looking at more public deals and just wait or do you actually think that this private market multiples are going to finally get down of those kind of levels, I means its barely been 10 years since we've seen deal down six times EBITDA but that's the environment we're in unfortunately.

Yes. I think, in the short run that, what people would say probably who are involved in that if you're talking to private equity people and what people will say, I have a lot time for people who'll say they're not seeing the multiples come down. But those are public people who aren't directly involved in activity right now. I can tell you that, we walked away from two transactions both in medical, both with double-digit growth, both with substantial EBITDA, both were synergies that we thought were really good and they would have been bought at multiple that was reasonable in our public market environment. We would borrow most of public market environment but we will the collapse in the multiples, we told both parties that don't fall with there own, we just were in a longer, that we were not going to pay more for the company. I don't care how good you are than we are, because with all due respect to you, we're better than you, because we're less at risk and more and... I know that both the private equity sellers, I mean, we ended those conversations in a friendly way they understand it. Those two people would not agree with what I am saying, but they lost there deals to us. And it did not take very long before they are going to ask themselves whether they were the done guy who didn't take the right offer for his house and wound up selling up later for 40% less. So, I understand where they are headed now, I agree as a public company, we're all, we would have always said, you haven't tried Roper looking at public company because we wouldn't pay a control premium often appropriate market base price. But there are so many companies miss priced in the market place today. We've spent the better part of the last three weeks modeling everybody and looking at people with cash on their balance sheet and people that have a variety of reasons to reconsider stuff. So, we have opportunities we never dream possible frankly Scott.

Yes, I would imagine so. And just lastly guys, I guess, there has been some, I mean, the Pennsylvania turnpike failure was a little bit of a surprise to most people and this stuff actually matters that much to you, I mean, whether its privately owned or publicly owned there pretty much need to buy your services. But, is there any disappointment there as a privatized turnpike they might actually spend more for collection or upgrade in technology?

Well that's considering our customers; it's a question that one would ask answer diplomatically. Fundamentally, we've always believed that if you had more PPP's, Public Private Partnerships situation they might spend more capital and they would maybe look at pay back analysis and that present value and the kind of things that our capital expenditure we would look at. When you are working directly with the end user, its critically important politically that you get the right kiosk with the right exit location that state congressmen is on exit 22, I can guarantee there is a lot of pressure to have a kiosk at exit 22. So, it's fundamentally different. We think we have the preeminent technology in the space, we can read or write different peoples, technology. So, for us we're the best to bid for the supply for tolling in North America by a mile and where they, the best data collection technology globally we may not be the least expense of the globally, because people do use some other technology, and that's kind of... I don't think it goes one way or another too much, I think we did believe if people like quarry and global viewers and others were continuing to do what they were doing that it might escalate our growth in that area. Though, at the moment it doesn't matter the business we have locked in long-term and we'll continue and the growth is not clear.

Okay. Fair enough, thanks guys.

Our next question comes from Jeffrey Sprague with Citi Investment Research.

Good morning, Brain. And, just a couple of quick things, under Z-Tech seeing Brian it sounds a little peculiar and in a sense, I just wonder if you think maybe there is something broader going on with some of this nuke spending, in other words nuke upgrade is a big dollars, I mean what would be disperse to take Z-Tech which seems to be very, very minor in that grand scheme of things, I mean you think there's some other sub plant to what's going on in that end market?

No, I'll let John cover that it's all of me its working and I just don't want to name the countries. But, all most to little obvious, what I'm had kind of forcing liquidity place currency swing that's refurbishment activity and stuff they have to do, and the guys sitting there saying, well the dollar is going to stay there, I mean, of course without commenting on his decision would have cost them less prudent its really. I don't know may be it swings in Q1 and I think whatever is going to happen with currency it is an enormous question about 2009. Go ahead, John.

In the data to deal I mean these operators still need to be able to perform their required maintenance and we give them the ability to do so. How they do that I, is what is, is what changed a little bit in the third quarter they can either use maybe existing equipment that maybe outdated, but still sufficient in order to comply with whatever regulations they have or they could adopt what's really become more of an industry standard or mid ADEID technology which is a robotic way of being able to actively test within crack serve or any other structure integrity issues inside the cooling tower. And, so some folks really just made a decision to use their older technologies there is a newer thing that we introduced that almost three years ago now, where you can imagine these, these nuclear power plants are not the fastest as new technology adopters and so that's the adoption curve of the newer technology continues to be very positive but some folks that we're expecting to ahead and upgrade in the third quarter now the late guys. So they are buying instead of a new instrument with new probes or they are just buying new probes. So, that delayed their decision a little bit, and pushed that off into what we think may be their net doubted season, which could be the first quarter.

And, I wouldn't have risen too much in the. It just happen to hit us, it's about having agency $10 million dollars swing here in a $2.3 billion company.

And, then one another energy related topic Brian, oil sands, I mean I would think the economics to some of those projects, look in a little squishy with the, $60 or $70 oil. Are there any change in dialogue up there, and Alberta as it relates to, what's going on to your businesses?

No, not with our businesses. Not really. I mean we've got an installed base at activity you got shutoff for thousand diesel engines. And, you got to rid with eco business we acquired, and it's going to have a record results or ramp up businesses doing exceptionally well, we're not really seeing anything there that's material at all.

And, then I just finally on Horizon, maybe just a little bit more understand on how their business model works. Are you selling seats of software how does the revenue actually get generated some sort because it's a little bit different at what happens to Seaboard and then just your initial thoughts on how you might actually put the businesses together and the leverage the synergy there?

Well I'll take the first part of that there revenue recognition model is really very similar to Seaboard and they sell software to schools. And now they have a slightly different, because they are not really as much as in the renting software business as the Seaboard is. So Seaboard really doesn't sale the software base sale a license which allowed the customer to use for a year and they sell that same license again in the next year. Horizon really sells the software, so for them it's around an installed base and upgrade model, that didn't goes lot there two other pieces to what Horizon does in terms of revenue. One is going to be whatever equipment they goes along with that, which enables either at point of sale device to be able to host the software so the sale or point of sale, as well as what we hope to be a key part of the growth going forward is winding machines which will also have communication with the software. So what is winded and the winding machine is also known and can be reported as something that a student would have been able to consume for lunch and instead of standing in long line. So those are the key areas around revenue and I'll hand it over to Brian on the synergy opportunity.

Well, what we have Horizon that has we've several very strong people on it building a better organization as well, going to deal of the growth because they have been growing high take in these special with it. Now the execution gets to the Los Angeles School District is enormous. And we actually have Horizon reporting through Seaboard. So Tim is looking after the integration of Horizon business. There is an immediate synergy cost because we're using micros technology to point sale activity in Seaboards, which is a relatively high cost application technology we've been much lower application technology to more processing. But what is going on in there, cellular world is frankly less sophisticated. What happens is that in the newer market there is like $2.30 and $2.60 so that school can claim against government lunch programs for certain kind of people and $0.60 for other kind of people and $0.30 for other kind of people and you can imagine how difficult that selection technology is and if you can go along for a software and its proven you have a big way up, as the people deal with that. So we really expect more mandated requirements not less in the area with thousand of obesity that you see here, really big opportunities to continue to do things. We have good software people at Horizon, we just got a much deeper scale of business at Seaboard and Seaboard-Horizon are going to be better together and then having them separate.

And just finally real quick is the really debt extinguishment charge in other expense and interest expense?

In other expense.

Right. Thank you.

You're welcome.

Next we'll have with Matt Summerville from Keybanc. Matt J. Summerville - Keybanc Capital Mkts/McDonald: Most of my questions have been answered Brian. I was just curious as to what the Technolog and Horizon, how much of the revenue there would you say as recurring. And then just on a year-over-year basis in the second half of the year, I think you maybe said $8 to $10 million but in percentage terms how much is Z-Tech's business down?

Just to make in those Q3 specifically one customer was down $4 million and I think the total was down about $8 million. For what would have been and... starting in the booking season, so I remember in order and sales variance in Q3 and we're still bit okay that what... we could roll in into what we thought we would able to shift in Q4, so we just took it out. Matt J. Summerville - Keybanc Capital Mkts/McDonald: Okay. And then my first question on Technolog and Horizon, how much of the revenue would you classify as recurring?

Almost all of it. With Technolog it's a kind of a unique model they sell the collection technology so that's certainly new, but then they are paying to provide the information as radically different model and what happens in the U.S. or people will sell the automated meter reading hardware and not be involved in the collecting of the information to billing and the information of providing people stuff. In the UK, there's a lot of concern about gasoline, carbon dioxide, just all kinds of issues they want data on and we're maintaining all the infrastructure to provide that data to the utilities. So, it's a different business model, that you have a North America. They're getting routine service work in addition to producing the tallow product that when we get out to start traveling, you'll be able to see, its as good a group of leadership people as we've ever been able to require in the company. And these people have been building a great business for quite a long period of time. And we were just very fortunate that they wanted to give in their growth opportunities to get involved with somebody that was going to be able to continue to invest in them as oppose to having republic in this market. Matt J. Summerville - Keybanc Capital Mkts/McDonald: Great, that's all I have. Thanks a lot.

Now we'll end up question-and-answer session for this call. We will now turn back to John Humphrey for any closing remarks.

Okay. Thank you, and thank you all for joining us this morning. And if you have anything further you can give me a call. And we look forward to talking to you again in other three months.

And ladies and gentlemen that will conclude today's presentation. Thank you for you attendance. Have a great day. .